| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACAD | Common Stock | Award | $0 | +13.3K | +0.37% | $0.00 | 3.62M | Jun 1, 2023 | See Footnotes | F3, F4, F5, F6, F7, F8, F9, F10, F11 |
| transaction | ACAD | Common Stock | Award | $0 | +13.3K | +0.03% | $0.00 | 39.3M | Jun 1, 2023 | See Footnotes | F3, F4, F5, F7, F8, F9, F10, F11, F12 |
| holding | ACAD | Common Stock | 103K | Jun 1, 2023 | Direct | F1 | |||||
| holding | ACAD | Common Stock | 103K | Jun 1, 2023 | Direct | F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACAD | Non-Qualified Stock Options (right to buy) | Award | $0 | -22.1K | -50% | $0.00 | 22.1K | Jun 1, 2023 | Common Stock | 22.1K | $23.90 | See Footnotes | F4, F5, F7, F8, F11, F13, F14 |
| Id | Content |
|---|---|
| F1 | Common stock ("Common Stock") of ACADIA Pharmaceuticals Inc. (the "Issuer") held directly by Felix J. Baker received from in-kind pro rata distributions without consideration. |
| F2 | Common Stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration. |
| F3 | 6,652 Restricted Stock Units (each an "RSU") payable solely in Common Stock granted to each of Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), and Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP (the "Adviser") on June 1, 2023, pursuant to the Issuer's 2010 Equity Incentive Plan ("Incentive Plan"). The RSUs fully vest on the earlier of June 1, 2024 or the date of the next annual meeting of the Issuer. |
| F4 | Julian C. Baker and Dr. Biggar serve on the board of directors of the Issuer (the "Board") as representatives of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds"). Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Biggar do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all of the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the RSUs and non-qualified options to purchase Common Stock ("Stock Options"). |
| F5 | Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the RSUs, Stock Options, Common Stock received upon vesting of RSUs and Common Stock received upon exercise of Stock Options (i.e. no direct pecuniary interest). |
| F6 | After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F7 | The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. |
| F8 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F9 | The disclosure of the grant of RSUs reported on this form is the sum of two grants totaling 13,304 shares. The 13,304 shares are reported for each of the Funds as each has an indirect pecuniary interest. |
| F10 | Includes beneficial ownership of 18,002 previously issued RSUs payable solely in Common Stock issued to each of Julian C. Baker and Dr. Biggar in their capacity as directors of the Issuer pursuant to the Incentive Plan of which the Funds may be deemed to own a portion and 27,500 previously issued shares from the exercise of 27,500 Stock Options that were issued to Dr. Biggar in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion. |
| F11 | Pursuant to agreements between Dr. Biggar and the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. |
| F12 | After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock of the Issuer reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| F13 | 11,045 Stock Options exercisable solely into Common Stock were granted under the Incentive Plan to each of Julian C. Baker and Dr. Biggar in their capacity as directors of the Issuer. The Stock Options with a strike price of $23.90 vest in four equal quarterly installments beginning on June 1, 2023, with the final tranche vesting upon the earlier of one year following the date of grant or the next annual meeting date and expire on May 31, 2033. |
| F14 | Pursuant to the policies of the Adviser, Dr. Biggar does not have a right to any of the Issuer's securities issued in lieu of director retainer fees and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the shares of Common Stock. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock issued in lieu of director retainer fees, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest). |
Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, and Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP are directors of ACADIA Pharmaceuticals Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker and Dr. Biggar are deemed directors by deputization by virtue of their representation on the board of directors of the Issuer.